A/N: My first Inspector Gadget story. This is PennyxTalon :) This was supposed to be two separate stories but I'm combining them. Go onto my profile and you'll find two other IG stories coming in the future. Leave a review on what you think and if I should continue?

Thanks :)

Penny ran down a street at her highest speed. Her Code-X displayed above her right wrist. On the blue holographic screen was a tracking device. A dot was quickly moving, and she was far behind it. The dot stood for Talon.

A tracking chip had been placed in Talon's boots a while back. The chip only worked when met with a source of electricity. The source of electricity: rocket power. Talon's boots had rocket boosters inside them; fueled with rocket power, which was perfect for the chip to work properly.

Now, it had finally come in handy for Penny's solo-mission. Her Uncle had blabbed it in his sleep, and it struck a light bulb in her head. Brain, as always, was against the plot. But Penny was an agent-in-training, and how many times had she made her Uncle's missions a success? Brain couldn't argue with that, so he let her head get to her.

Penny was going to infiltrate MAD. Talon had infiltrated them many times, so she wanted to pay him back a favor by doing the same thing. Why not? Sure, there was already an undercover HQ agent in the MAD facility. But reports had recently shown that he had begun to devote his loyalty to MAD and not HQ. Penny figured she could go in, and catch up on any missions that the undercover HQ agent hasn't reported without getting exposed and caught.

As she ran, she would smile lightly at the memory of her Uncle Gadget overreacting to the news that she was going on a dangerous mission of her own.

_Flashback_

Penny sat in front of a gray mirror in Professor Von Slickstein's lab. Behind her was her Uncle Gadget, Brain, and Chief Quimby who was giving a few agents the run-down of the mission. Penny looked at her pale, pink lips as she held the black lipstick towards them. She didn't like wearing dark make-up. Mainly because it reminded her of MAD.

Gadget sniffled his nose as he wiped his sudden tears away. "How will I defeat MAD when I know Penny is with them? What if I have to fight her?" he asked with doubt in his voice while he wiped his face with a tissue that had ejected from his hat. Brain face-palmed as usual and Penny laughed lightly as she kept glaring at the black lipstick in her hand.

"Simple." Chief Quimby clued in as he held a self-destructing messenger, "Don't fight her." Brain nodded in agreement while lowering his palm from his face. But, of course, Inspector Gadget had to make things more complicated.

"But what if she tries to fight me?"

Quimby chuckled, and Brain snickered. Penny turned to the people she called her family. "I won't fight you, Uncle Gadget. But Talon might."

Quimby laughed and Gadget sighed in relief, "Thank, Gadgets. Talon doesn't stand a chance against me!"

Turning away from everyone, Penny looked at herself in the mirror. The thing that stood out the most on her now was the ugly purple-pink ombre strip on her bangs. It didn't look too bad, but it was a change for her that would take some time to get used to.

Placing the horrid lipstick onto her lips, she thought fearfully. Would this work?

_Flashback_

Looking back at her Code-X, the tracking device's signal had taken a left into a back alley. The alley looked like it was cornered, so there was no escape for the boy. If she had to be honest, Penny didn't want Talon to be caught. He was a main key in this mission. With him being Second-in-Command to Dr. Claw, that would make her mission easier.

Suddenly, the tracker's signal disappeared. Penny looked at her Code-X in shock and partly denial, though she knew and remembered which alley he had ran into. What had happened? Why and how did the signal disappear? Had Talon found the tracking device and removed it? She knew HQ was in danger if he had found it and she would never get over the guilt of suggesting the tracking chip to Chief Quimby.

Up ahead, Penny saw a squad of policemen mixed with undercover HQ agents disguised as detectives running the streets. They were obviously looking for Talon. The HQ agents were there to direct her to Talon's location if she lost track of them, which she obviously had. They knew of the mission; they were the ones Quimby had given the run-down to. But not the police, as that would not be permitted by them.

One of the agents saw her in the distance, and pointed towards the alley she had seen Talon run into. Penny nodded a thank you towards her that wasn't too obvious or seen by the police officers. Now, she just had to get past the police squad. Another HQ agent must have read her mind because he pointed towards another nearby alley across the street. "That way, he went in there!" In one blink of an eye, all the policemen were gone in that alley with batons, tasers, and guns prepared to make Talon surrender.

Running towards the alley Talon had run into, she heard a faint cursing with a signature groan.

"Stupid rocket boosters! Always glitchin' up at the wrong time!"

Talon's voice; with a scent of his traditional hair gel. Thank Gadgets,to that HQ agent. Talon was in plain sight and the agent shooed them off before the worse could happen. Talon was on the Most Wanted list issued by the PD, so being arrested dead or alive did not matter. Death was a bigger possibility than alive.

Closing her Code-X, Penny nervously walked into the alley where she saw the GPS track Talon to, and sure enough, she saw his shadow. His boots were in his hands, brought up to his face. Frustration glazed his eyes as he looked for a way to reboot them. The boots gave off a purple light that illuminated his face in a way that made Penny blush. Penny shrugged it off though. She couldn't distract herself; this was her mission. If she messed up on Dr. Claw's ship or lair, it was certain death for her or one of those brutal punishments that Talon received every time HQ stopped them.

Clearing her throat loudly enough to catch his attention, Penny gave Talon a slight smile. His eyes shifted towards her and for a moment, he couldn't believe who he saw. But his look of surprise quickly faltered and was replaced with one of displeasure. Talon lowered his rocket boots from his face as Penny seized up.

Did he know it was her?

"Well," Talon started. A glare of hatred in his brown eyes that slowly stabbed into Penny's heart. "Look who came back to me after assaulting me. The stupid, MAD clone that I should never of created." His voice was cruel and harsh, but Penny couldn't figure out why he was being like this. What did her evil clone do to him?

She shook the thought away though and made her smile disappear. "Uh, sorry for whatever I did. I don't remember anything."

"If you don't remember anything, how do you remember me?" Talon asked as he was immensely unconvinced. Penny stopped in her tracks; how stupid could she be?

"Look, let's just get back to MAD. 'Kay?" Penny changed the subject hurriedly as she didn't want any conflict to up-rise before she got MAD.

Talon growled as he grabbed his MAD-X out, and mumbled something underneath his breath. He pressed a button on the hologram, sending a signal for his uncle to come get him.

Talon looked back at Penny; a new flame of anger ignited in his eyes.

"No, I'm going back to MAD. You're going to taste my fists and kicks!"

Before Penny could apprehend what he said, she was attacked by the MAD henchman. She found herself knocked to the ground, but she quickly kicked herself back up onto her feet again.

"What the heck was that for, Talon?!"

A stinging pain suddenly pierced the side of her face as her head snapped to the left. Penny held her hands to the side of her face where Talon had just punched her. Anger bubbled up in the back of her throat as she glared with pure distrust and hatred at Talon.

She clenched her fists together before suddenly throwing one towards his face. The move was so unexpected that Talon couldn't move back and so she struck him right across the face. An inhuman growl came from his mouth as he pushed her away quickly, into the brick walls around them.

Penny dodged each of his punches while desperately trying to fight back more dominantly than he was. He must be really mad if he's not quitting. She thought quickly.

The fist fighting went on for a few minutes. Penny was still in disbelief on how much aggression Talon was putting into his fighting. It also got her wondering why he never used this aggression on her while they fought on their missions.

Suddenly, a huge bang echoed through both of their ears. Both of their eyes squeezed shut. Quickly after the bang, came a girlish scream. Penny looked back at Talon, who was clutching his left shoulder. Blood was gushing all over his hand and staining his shoulder. She realized that he had been shot.

Looking behind her, there was a police-woman. The woman held a gun towards Penny as her hands shook with fear. Her hazel eyes showed regret for firing the shot at Talon. As the gun was pointed towards her, Penny felt her heart wrench.

"Move out the way, please, miss. Was this galoot attacking you?" she asked calmly, lowering the gun. Penny's stiff posture lightened up slightly.

Looking back at Talon, he looked back at her. He was no longer mad; he was hopeful. Would she tattle him out and possibly get him killed? But maybe this was her chance to show she was trustworthy after whatever the clone had done to him before appearing at HQ? But then she got a plan.

Looking away and faking a sad sigh, Penny nodded slightly as she walked to the side of the officer. She made sure that she was at a certain angle and position for her next move. The officer flashed a smile towards Penny before lifting up the gun to shoot Talon.

Penny didn't regret what she was about to do.

She swung her foot into the air and kicked the gun out of the officer's shaking hands. Her eyes widened as she was now realizing that Penny was also an enemy to her. Instantly, she grabbed her talkie to call up for back-up.

Running towards Talon, Penny helped him stand up straight as the officer backed out of the alley.

The sound of a helicopter sounded up ahead, and sure enough, it was Dr. Claw. For once, Penny was thankful that the MAD leader had arrived.

A long ladder trailed from the helicopter, and as soon as it come close enough, Penny latched onto it and reached down to grab Talon by his good arm. Talon held onto her as he locked his legs into the ladder for better support. As they loaded on, the ladder began to retract into the helicopter.

At the worse moment, more officers that the woman had called for help came to try and stop the two teenagers. They pulled their guns out and attempted to shoot at them again. Penny moved forward, trying or somewhat attempting to shield Talon. She always put herself into danger, and she would never know why she always did.

Before any of the two agents could get shot, the ladder retreated in all the way and Penny and Talon were safe from the guns. Penny took a deep breath while looking around. She was here. Her mission was going reasonably well. Now, she just had to get onto Dr. Claw's good side.

And Talon's too if saving him didn't make things any better.